RELATED PARTY TRANSACTIONS |
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| Related Party Transactions [Abstract] | |||||||||||||||||||
| RELATED PARTY TRANSACTIONS | 6. RELATED PARTY TRANSACTIONS Partnership Agreement CPEP has entered into an Amended and Restated Limited Partnership Agreement, dated October 1, 2025, with the General Partner (the “Partnership Agreement”). Incentive Allocation Pursuant to the Partnership Agreement, the General Partner is entitled to receive an incentive allocation (the “Incentive Allocation”) equal to 12.5% of the Fund’s Total Return, subject to (i) a 5% annual hurdle rate and (ii) a high water mark. The Incentive Allocation includes a 100% catch-up provision, pursuant to which the General Partner receives 100% of returns in excess of the hurdle until it has received 12.5% of cumulative profits for the applicable period. The Incentive Allocation is calculated on a calendar year basis, accrued monthly and payable quarterly in arrears. The Incentive Allocation may be paid in cash, Class C Units, and/or interests in any Lower Fund or any combination of the foregoing. The Carlyle Units are not subject to the Incentive Allocation. For the three months ended March 31, 2026, the Fund recorded $444 thousand of Incentive Allocation expense. As of March 31, 2026 and December 31, 2025, $444 thousand and $434 thousand, respectively, was accrued and payable to the General Partner. Advisory Agreement The Fund has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Investment Advisor, dated October 1, 2025, pursuant to which the Investment Advisor manages the Fund and supports the Fund in managing its investments. The Investment Advisor will not make investment decisions on behalf of CPEP and does not have the authority to enter into contracts or commitments on behalf of CPEP. Management Fee In consideration for its investment management services, the Investment Advisor is entitled to receive a management fee (the “Management Fee”) with respect to each class of units payable by CPEP, directly or indirectly through an Intermediate Entity (including any Lower Funds), equal to, in the aggregate, 1.25% per annum of the Transactional NAV of the units attributable to such class of units, payable monthly in arrears, before giving effect to any accruals for the Management Fee, the Incentive Allocation, the Servicing Fee (defined below), pending unit redemptions for the month, any distributions and without taking into account accrued and unpaid taxes (whether paid, payable accrued or otherwise) of any Intermediate Entity (including corporations) through which CPEP indirectly invests in an Investment or taxes paid by any such Intermediate Entity during the applicable month, as determined in the good faith judgment of the General Partner; provided, that (i) with respect to the Anchor Units, the Management Fee shall be waived for the first twelve (12) months following the Initial Closing and shall be equal to 0.75% of the month-end Transactional NAV attributable to the Anchor Units for twenty-four (24) months thereafter and (ii) with respect to Early Investor Units, the Management Fee shall be equal to 0.75% per annum of the month-end Transactional NAV attributable to the Early Investor Units for the first thirty-six (36) months following the Initial Closing. Carlyle Units do not pay a Management Fee. The Investment Advisor may elect to receive the Management Fee in cash, Class C Units and/or shares, units or interests of any Lower Fund. See Note 5, Net Assets, for a definition and description of the Fund’s classes of units. For the three months ended March 31, 2026, the Investment Advisor earned $131 thousand in Management Fees, of which $48 thousand were waived. As of March 31, 2026 and December 31, 2025, $36 thousand and $18 thousand, respectively, in Management Fees were payable. Expense Support Arrangement Pursuant to the Advisory Agreement, the Investment Advisor may advance organizational and offering expenses and certain operating expenses on behalf of the Fund (the “Expense Support”). Organizational and offering expenses were not allocated to the Fund until the Initial Closing on October 1, 2025. Through and including the first twelve months following the Initial Closing, the Investment Advisor has agreed to waive a portion of its Management Fee and/or pay, absorb or reimburse certain Fund expenses to the extent necessary so that annual Specified Expenses do not exceed 0.60% of net assets (annualized), subject to the terms of the advisory agreement. Amounts waived or reimbursed during this period may be subject to recoupment, provided that such recoupment would not cause Specified Expenses to exceed the applicable limitation in the month of recoupment. The Fund is economically responsible for advanced expenses and will reimburse the Investment Advisor in accordance with the terms of the advisory agreement. Reimbursements may be made in cash or, at the Investment Advisor’s election, in Class C Units, which are not subject to the volume limitations of the Fund’s redemption program. In the event of dissolution, liquidation or termination of the advisory agreement, the Fund is obligated to reimburse any unreimbursed advances made by the Investment Advisor. As of March 31, 2026, the Investment Advisor had advanced approximately $6.5 million of expenses on behalf of the Fund, of which $3.2 million is included in offering costs payable and $3.3 million is included in due to affiliates on the accompanying consolidated statements of assets and liabilities. During the three month period ended March 31, 2026, the Fund reimbursed the Investment Advisor $151 thousand of such advances. Dealer Manager Agreement On July 25, 2025, the Fund and the Feeder entered into an agreement (the “Dealer Manager Agreement”) with the Dealer Manager, a broker-dealer registered with the SEC under the Exchange Act and a member of the Financial Industry Regulatory Authority. Pursuant to the Dealer Manager Agreement, the Dealer Manager manages the Fund’s relationships with third-party brokers engaged by the Dealer Manager to participate in the distribution of the Fund’s units. The Dealer Manager also coordinates the Fund’s marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the Fund’s offering, its investment strategies, material aspects of its operations, and subscription procedures. The Dealer Manager is entitled to receive the Servicing Fee monthly in arrears at an annual rate of the Transactional NAV of each class of Units as outlined in the following table:
________________ (1)See Note 5, Net Assets, for a description of the Fund’s classes of units. The Servicing Fee is calculated based on Transactional NAV as of the end of each month before giving effect to any accruals for the Servicing Fee, redemptions, if any, for that month and distributions payable on Units. The Servicing Fee is payable to the Dealer Manager, but generally all or a portion of the Servicing Fee is paid to participating brokers or other financial intermediaries. In accordance with U.S. GAAP, the Fund accrues the cost of the Servicing Fee for the estimated life of the relevant Units as an offering cost at the time such Units are sold. As of March 31, 2026 and December 31, 2025, the Fund has accrued $131 thousand and $74 thousand, respectively, of Servicing Fees. Warehousing Agreement On August 4, 2025, CPEP and the Investment Advisor, in its capacity as investment advisor of CPEP, entered into a Warehousing Agreement with CPEP Seed Investments, L.P. (the “Warehouse Entity”), an affiliate of Carlyle. In order to support the development of CPEP, the Warehouse Entity has, and will continue to, warehouse investments that have been approved by the General Partner on behalf of CPEP over time as CPEP raises capital, subject in each case to the Warehouse Entity’s approval at the time of acquisition (each, an “Approved Warehoused Investment”). The Warehouse Entity has agreed to subsequently transfer to CPEP, and CPEP has agreed to acquire from the Warehouse Entity, such Approved Warehoused Investments at a price as agreed to between the parties, subject to certain conditions, including that CPEP has sufficient capital to acquire such Approved Warehoused Investments. CPEP Lux is also expected to acquire Approved Warehoused Investments from the Warehouse Entity. The Investment Advisor will determine which and what portions of Approved Warehoused Investments will be acquired by CPEP and CPEP Lux at each sale and transfer date. CPEP bears its proportionate share of (a) fees, costs, and expenses, if any, incurred in developing, negotiating and structuring any Approved Warehoused Investment that is transferred to CPEP, and (b) any broken deal expenses allocated by Carlyle to the Warehouse Entity. The term of the Warehousing Agreement shall continue until terminated by a party upon at least thirty calendar days’ written notice to the other parties. During the three months ended March 31, 2026, the Fund acquired interests in 15 Approved Warehoused Investments from the Warehouse Entity for $24.3 million. These interests were generally acquired at a price that approximated the Warehouse Entity’s cost basis. Feeder The Feeder is a Delaware limited partnership formed on February 11, 2025 for the benefit of certain shareholders with particular tax characteristics. The Feeder intends to invest all or substantially all of its investable assets in one or more entities treated as a corporation for U.S. federal income tax purposes (a “Corporation”), which, in turn, intends to invest all or substantially all of its investable assets in Class A-I, Class E-I and Class I Units of the Fund. The Feeder wholly owns CPEP Blocker, L.P. (the “Blocker”), a limited partnership formed on February 21, 2025, in accordance with the laws of the Cayman Islands, which is a Corporation for U.S. federal income tax purposes. Investors in the Feeder indirectly bear, without duplication, their proportional share of the Fund’s expenses. CPEP Lux CPEP invests alongside Carlyle Private Equity Partners - EU (“CPEP Lux”), a sub-fund of Carlyle Private Markets S.A. SICAV – UCI Part II, and a Luxembourg alternative investment fund available to individual investors primarily domiciled in countries of the European Economic Area, the United Kingdom, Switzerland, Asia and certain other jurisdictions. While the Fund and CPEP Lux have substantially similar investment objectives and strategies and are expected to have overlapping investment portfolios, the Fund and CPEP Lux are operated as distinct investment structures. Affiliates The General Partner, Investment Advisor, Dealer Manager, Feeder, Blocker, CPEP Lux and any other vehicle sponsored, advised and/or managed by Carlyle, are affiliates of the Fund.
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